Patriot National Bancorp, Inc. To Acquire $73 Million Prime Bank

Patriot National Bancorp, Inc. (“Patriot” or the “Bancorp”) (NASDAQ:PNBK), the parent company of Patriot Bank, N.A. (the “Bank”), and Prime Bank headquartered in Orange, CT (“Prime”) (PMHV:US) jointly announced the signing of a definitive merger agreement pursuant to which Patriot will acquire Prime. The acquisition will expand Patriot’s community banking presence and footprint in Southern Connecticut.

As of June 30, 2017, Prime had approximately $73 million in total assets, $55.8 million in deposits and $27.8 million in total loans.

Under the terms of the agreement Prime shareholders will receive aggregate cash consideration equal to 115% of Prime’s tangible book value as of the closing date. The acquisition will result in a new Patriot branch located in the Town of Orange, in New Haven County.  The transaction is anticipated to close in the fourth quarter 2017 and is subject to customary regulatory approvals and Prime shareholder approval.

Patriot Chairman and CEO Michael Carrazza stated, “The acquisition of Prime Bank will support our operating goals of extending Patriot Bank’s footprint, building scale, and improving key operating metrics, all of which ultimately adds value for our shareholders and customers.”

Richard Muskus Jr., Patriot’s President, added, “The acquisition will enable Patriot Bank to expand its consumer and small business relationships, lending operations, and community presence, while offering Prime’s current customers a broader suite of products.”

In the second fiscal quarter of 2017, Patriot reported pre-tax income of $1.4 million and net income of $804 thousand, or $0.21 per diluted share.  For the six months ended June 30, 2017, net income was $2.5 million or $0.65 per diluted share.  In July 2017, Patriot announced the reinstatement of its dividend policy and declared its first quarterly dividend for shareholders since 2008.

Patriot anticipates that Prime’s branch staff will join Patriot to assist in a seamless transition and continue to help drive growth efforts and customer satisfaction.

Prime CEO Jasper J. Jaser stated, “We are pleased to announce this transaction, as we believe merging into Patriot meets the objectives of our shareholders, customers and employees.  Our customers will benefit from increased services and expanded product and lending capabilities; our branch employees will be part of a larger organization and branch network, offering broader career opportunities.”

Paul Lutsky, Prime’s Vice President, added, “The merger will support Patriot’s growth strategies, allowing it to leverage its larger capital base and legal lending limits to provide broader lending solutions to Prime’s customers.”

Prime Bank shareholders will receive detailed information about the transaction in a proxy statement that will be sent to them in connection with a special shareholders’ meeting to approve the transaction.

Morrow Sodali Acquires Majority Interest in GPS

Morrow Sodali announced today that it has acquired a majority interest in leading Australian proxy solicitation and corporate governance firm Global Proxy Solicitation (GPS), expanding the firm’s network of global operations.

Morrow Sodali is the largest international firm providing comprehensive governance and shareholder engagement services to clients in all major markets around the world.

GPS, which has been the market leader in Australian proxy and governance services since 2007, will become the Australian arm of Morrow Sodali’s global business which combined serves more than 700 corporate clients in over 37 countries, with aggregate market capitalization in excess of US $5.5 trillion.

“The addition of Australia to our global network is an important milestone. This transaction with GPS reinforces Morrow Sodali’s leadership position as a global consultancy and offers a great opportunity in terms of its future continued development worldwide,” said John Wilcox, Chairman of Morrow Sodali, “Maria and her team have built an extremely professional business whose reputation for excellence and client loyalty closely reflects our business at Morrow Sodali. We very much look forward to expanding our franchise in Australia.”

“I am delighted to be joining forces with Morrow Sodali and its team of professionals who, like GPS, share a client-first culture and a reputation for excellence” said Maria Leftakis, Morrow Sodali CEO Australia, “Our aim is to better serve our clients and this transaction does exactly that. Capital markets are global and we are now able to offer our clients access to Morrow Sodali’s resources in the world’s major markets and investment centres.”

“Working with Australia’s largest listed companies, GPS will strengthen our offering to new and prospective clients around the world” said Alvise Recchi, CEO of Morrow Sodali, “Global investors are becoming more outspoken and demanding. With our combined reach into the principal capital markets, Morrow Sodali is positioned to identify, understand and engage with these investors so that we can advise companies on the accelerating governance and shareholder demands they face” he said.

Maria Leftakis will serve as CEO Australia of Morrow Sodali. She has served GPS as Managing Director for 10 years and was formerly a founding Managing Director of Georgeson Australia. With more than 20 years’ experience in proxy solicitation, strategic advice and execution of mergers and acquisitions, AGMs, proxy fights and other extraordinary transactions, Maria has been adviser on most of Australia’s largest deals.

John Wilcox has served as Chairman of Morrow Sodali since its founding in 2006. Prior to this, Mr. Wilcox served as Senior Vice President and Head of Corporate Governance at TIAA-CREF and was previously Chairman of Georgeson & Company.

Alvise Recchi is the CEO of Morrow Sodali and the founding partner of Sodali.

Morrow Sodali has been joined in the deal by SIMEST (CDP Group). Legal advisor on the transaction was Marco Misiti, Alpeggiani & Associati.

About GPS

Founded in 2007 by Maria Leftakis and Julian Lavigne, GPS advises boards of directors and executive management teams on issues related to corporate governance, annual and special shareholder meetings, proxy campaigns, shareholder activism, initial public offerings and the conduct of multinational equity, debt and merger transactions. Since 2007 the firm has developed and executed more than 500 campaigns for transactions valued at over $600 billion.

About Morrow Sodali

Morrow Sodali is the leading global consultancy specializing in shareholder services, corporate governance, proxy solicitation and capital markets transactions. The firm provides strategic advice and services on mergers and acquisitions, annual and extraordinary shareholder meetings, dissident and contested campaigns, shareholder activist initiatives and multinational cross-border equity and debt transactions.

From headquarters in New York and London and nine offices in major capital markets, it serves more than 700 corporate clients in 37 countries, including many of the world’s largest multinational corporations. In addition to listed and private companies, its clients include mutual funds, stock exchanges, membership associations and activist investors.